UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-27496

CRONOS GLOBAL INCOME FUND XVI, L.P.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)		94-3230380 (I.R.S. Employer Identification No.)

One Front Street, Suite 925, San Francisco, California (Address of principal executive offices)		94111 (Zip Code)

(415) 677-8990
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (17 C.F.R. §232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

 

 

CRONOS GLOBAL INCOME FUND XVI, L.P.

Report on Form 10-Q for the Quarterly Period
Ended June 30, 2011

TABLE OF CONTENTS

			PAGE
PART I — FINANCIAL INFORMATION			1
Item 1. Financial Statements			1
Condensed Balance Sheets — June 30, 2011 and December 31, 2010 (unaudited)			2
Condensed Statements of Operations for the three and six months ended June 30, 2011 and 2010 (unaudited)			3
Condensed Statements of Cash Flows for the six months ended June 30, 2011 and 2010 (unaudited)			4
Notes to Condensed Financial Statements (unaudited)			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			12
Item 3. Quantitative and Qualitative Disclosures About Market Risk			18
Item 4. Controls and Procedures			18
PART II — OTHER INFORMATION			19
Item 1. Legal Proceedings			19
Item 1A. Risk Factors			19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			19
Item 3. Defaults Upon Senior Securities			19
Item 4. [Removed and Reserved]			19
Item 5. Other Information			19
Item 6. Exhibits			19
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

Item 1.		Financial Statements
		Presented herein are Cronos Global Income Fund XVI, L.P.’s (the “Partnership”) condensed balance sheets as of June 30, 2011 and December 31, 2010, condensed statements of operations for the three and six months ended June 30, 2011 and 2010, and condensed statements of cash flows for the six months ended June 30, 2011 and 2010 (collectively the “Financial Statements”), prepared by the Partnership without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. These Financial Statements should be read in conjunction with the financial statements and the notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010. These Financial Statements reflect, in the opinion of the Partnership and Cronos Capital Corp., the general partner, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for the interim periods. The statements of operations for such interim periods are not necessarily indicative of the results for the full year.
		The information in this Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect the current view of the Partnership with respect to future events and financial performance and are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than statements of historical fact included in this report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Partnership’s strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of the Partnership are forward-looking statements. When used in this report, the words “would”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements speak only as of the date of this report. The Partnership does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Although the Partnership believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements made in this report are reasonable, the Partnership can give no assurance that these plans, intentions or expectations will be achieved. Future economic and industry trends that could potentially impact revenues and profitability are difficult to predict.
		Because the Partnership is a limited partnership, the Partnership is not entitled to rely upon the safe harbor provision for forward-looking statements relating to the operations of the Partnership under Section 21E of the Securities Exchange Act of 1934, as amended.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Condensed Balance Sheets

(Unaudited)

		June 30,				December 31,
		2011				2010
Assets
Current assets:
Cash		$	720,188			$	849,761
Net lease receivables due from Leasing Agent			361,640				242,963
Direct financing lease receivable, due from Leasing Agent within one year, net			—				23,477
Direct financing lease receivable held for sale, net			57,201				—
Container rental equipment held for sale, net of accumulated deprecation			1,986,667				—
Total current assets			3,125,696				1,116,201
Direct financing lease receivable, due from Leasing Agent after one year, net			—				46,100
Container rental equipment, at cost			—				10,954,532
Less accumulated depreciation			—				(8,579,045	)
Net container rental equipment			—				2,375,487
Total assets		$	3,125,696			$	3,537,788
Partners’ Capital
Partners’ capital:
General partner			2,602				4,757
Limited partners			3,123,094				3,533,031
Total partners’ capital		$	3,125,696			$	3,537,788

The accompanying notes are an integral part of these financial statements.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Condensed Statements of Operations

(Unaudited)

		Three Months Ended								Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2011				2010				2011				2010
Net lease revenue from Leasing Agent		$	236,864			$	220,097			$	471,271			$	393,377
Other operating income (expenses):
Depreciation			(111,402	)			(186,571	)			(268,182	)			(383,774	)
Other general and administrative expenses			(40,081	)			(34,601	)			(84,017	)			(74,095	)
Net gain on disposal of equipment			170,700				90,681				262,291				198,109
			19,217				(130,491	)			(89,908	)			(259,760	)
Net income		$	256,081			$	89,606			$	381,363			$	133,617
Allocation of net income:
General partner		$	12,708			$	10,638			$	18,129			$	22,603
Limited partners			243,373				78,968				363,234				111,014
		$	256,081			$	89,606			$	381,363			$	133,617
Limited partners’ per unit share of net income		$	0.15			$	0.05			$	0.23			$	0.07

The accompanying notes are an integral part of these financial statements.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Condensed Statements of Cash Flows

(Unaudited)

		Six Months Ended
		June 30,				June 30,
		2011				2010
Net cash provided by operating activities		$	391,157			$	283,822
Cash flows from investing activities:
Proceeds from sale of container rental equipment			272,725				508,146
Cash flows from financing activities:
Distributions to general partner			(20,284	)			(22,534	)
Distributions to limited partners			(773,171	)			(939,803	)
Net cash used in financing activities			(793,455	)			(962,337	)
Net decrease in cash			(129,573	)			(170,369	)
Cash at the beginning of the period			849,761				650,666
Cash at the end of the period		$	720,188			$	480,297

The accompanying notes are an integral part of these financial statements.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(1)

Summary of Significant Accounting Policies

	(a)		Nature of Operations
			Cronos Global Income Fund XVI, L.P. (the “Partnership”) is a limited partnership that was organized under the laws of the State of California on September 1, 1995, for the purpose of owning and leasing dry and specialized marine cargo containers to ocean carriers. The Partnership commenced operations on March 29, 1996, when the minimum subscription proceeds of $2,000,000 were received from over 100 subscribers (excluding from such count, Pennsylvania residents, Cronos Capital Corp. (“CCC”), the general partner, and all affiliates of CCC). On February 3, 1997, CCC suspended the offer and sale of units in the Partnership. The offering terminated on December 27, 1997, at which time 1,599,667 limited partnership units had been sold.
			CCC and its affiliate, Cronos Containers Limited (the “Leasing Agent”), manage the business of the Partnership. CCC and the Leasing Agent also manage the container leasing business for other partnerships affiliated with CCC.
			One of the principal investment objectives of the Partnership was to lease its containers for ten to fifteen years, and then to dispose of them and liquidate. In April 2011, the Partnership commenced its 16th year of operations. Through occasional sales, retirements and casualty losses, the Partnership had sold or disposed of approximately 54% of its container fleet (measured on a TEU-basis) as of June 30, 2011. With the reduction in the size of the Partnership’s container fleet, the administrative expenses incurred by the Partnership, as a percent of its gross revenues, has increased. For these reasons, CCC, as the general partner, concluded that it would be in the best interest of the Partnership and its limited partners to sell its remaining containers in bulk.
			CCC distributed a request for proposal (“RFP”) on May 31, 2011 to various third parties seeking their interest in purchasing the Partnership’s remaining containers. The RFP solicited bids for the Partnership’s remaining on-hire and off-hire containers subject to master lease and term lease (“Operating Containers”), and certain containers subject to direct financing leases.
			On August 1, 2011, the Partnership sold 3,499 units of its remaining containers and its direct financing lease receivables for $6,180,454 in cash. The Partnership reported on the sale in its Current Report on Form 8-K with an event date of August 1, 2011, and hereby incorporates by reference the 8-K report on the sale in this report. With the completion of this sale of containers, the Partnership has now resolved to wind up and dissolve. CCC will proceed with the orderly liquidation of the Partnership, the payment of its remaining liabilities, and the distribution of the net proceeds of the Partnership’s liquidation to the general and limited partners.
			The Partnership is suspending further cash distributions from operations and sales proceeds. The Partnership will make one liquidating distribution to the limited partners of the Partnership, representing the net proceeds generated from the sale of the Partnership’s containers and its remaining assets, after payment or reservation for payment of the Partnership’s remaining liabilities. The liquidating distribution is expected to be made on or about September 15, 2011 to limited partners of record on August 1, 2011. CCC is not prepared at this time to estimate the amount of the final distribution, pending disposal of the Fund’s remaining containers and completion of an accounting review of the Fund’s remaining liabilities to be discharged prior to the Fund’s termination.
			CCC anticipates that the Partnership will complete its liquidation no later than September 30, 2011 and de-register the Partnership’s outstanding limited partnership units under the Securities Exchange Act of 1934, as amended, thereby terminating the Partnership’s obligation to file further periodic reports under the Exchange Act with the SEC.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(1)

Summary of Significant Accounting Policies (continued)

	(a)		Nature of Operations (continued)
			The Partnership’s operations are subject to economic, political and business risks inherent in a business environment. The Partnership believes that the profitability of, and risks associated with, leases to foreign customers are generally the same as those to domestic customers. The Partnership’s leases generally require all payments to be made in United States dollars.
	(b)		Leasing Agent
			The Partnership and the Leasing Agent have entered into an agreement (the “Leasing Agent Agreement”) whereby the Leasing Agent manages the leasing operations for all equipment owned by the Partnership. In addition to responsibility for leasing and re-leasing the equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of their useful economic life and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership. The Leasing Agent Agreement generally provides that the Leasing Agent will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees due both to CCC and the Leasing Agent. With the sale of the Partnership’s container fleet, as described under “Nature of Operations” above, the Leasing Agent Agreement has been terminated.
			The Leasing Agent leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one to seven years) and periodically under direct financing leases.
			Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations. Rentals are charged and recognized based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are variable and contingent upon the number of containers used.
			Term leases are for a fixed quantity of containers for a fixed period of time, typically varying from three to seven years. In most cases, containers cannot be returned prior to the expiration of the lease. Term lease agreements may contain early termination penalties that apply in the event of early redelivery. Term leases provide greater revenue stability to the lessor, usually at lower lease rates than master leases. Ocean carriers use term leases to lower their operating costs when they have a need for an identified number of containers for a specified term. Rentals under term leases are charged and recognized based upon the number of containers leased, the applicable per-diem rate and the length of the lease, irrespective of the number of days which the customer actually uses the containers.
			Direct financing leases are long-term in nature, usually ranging from three to seven years, and require relatively low levels of customer service. They ordinarily require fixed payments over a defined period and provide customers with an option to purchase the subject containers at the end of the lease term. Per-diem rates include an element of repayment of capital and therefore are usually higher than rates charged under either term or master leases.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(1)

Summary of Significant Accounting Policies (continued)

	(c)		Basis of Presentation
			The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. For further information, refer to the financial statements and footnotes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission (“SEC”).
	(d)		Use of Estimates in Interim Financial Statements
			The preparation of interim financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. The most significant estimates are those relating to the carrying value of equipment, including estimates relating to depreciable lives and residual values, and those relating to the allowance for doubtful accounts. Actual results could differ from those estimates.
	(e)		Container Rental Equipment and Container Rental Held for Sale
			Container rental equipment is depreciated over a 15-year life using the straight-line basis to its residual value of 10% of original equipment cost. The Partnership and CCC evaluate the period of depreciation and residual values to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
			Container rental equipment is considered to be impaired if the carrying value of the asset exceeds the expected future cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets are written down to fair value. An analysis projecting future cash flows from container rental equipment operations is prepared when indicators, such as material changes in market conditions, are present. Indicators of a potential impairment include a sustained decrease in utilization or operating profitability, or indications of technological obsolescence. The primary variables utilized by the analysis are current and projected utilization rates, per-diem rental rates, direct operating expenses, fleet size, container disposal proceeds and the timing of container disposals. Additionally, the Partnership evaluates future cash flows and potential impairment for its entire fleet rather than for each container type or individual container. As a result, future losses could result for individual container dispositions due to various factors, including age, condition, suitability for continued leasing, as well as the geographical location of containers when disposed.
			At June 30, 2011, the Partnership’s Operating Containers were identified as held for sale. CCC and the Partnership evaluated the recoverability of the carrying value of the containers, now classified as held for sale, taking into consideration the sales price for the on-hire containers reflected by the various bids received in response to the RFP and the projected future cash flows for the remaining off-hire rental equipment containers. It was concluded that the estimated market value of these containers was higher than the carrying value. As a result of this evaluation, CCC and the Partnership determined impairment charges were not required

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(1)

Summary of Significant Accounting Policies (continued)

	(e)		Container Rental Equipment and Container Rental Held for Sale (continued)
			for the three- and six- month periods ended June 30, 2011. Additionally, depreciation of these containers ended as of the date of this reclassification. There were also no impairment charges for the three and six-month periods ended June 30, 2010.
	(f)		Allocation of Net Income or Loss, Partnership Distributions and Partners’ Capital
			Net income or loss has been allocated between the general and limited partners in accordance with the Partnership Agreement. The Partnership Agreement generally provides that CCC shall at all times maintain at least a 1% interest in each item of income or loss, including the gain arising from the sale of containers. The Partnership Agreement further provides that the gain arising from the sale of containers be allocated first to the partners with capital account deficit balances in an amount sufficient to eliminate any deficit capital account balance. Thereafter, the Partnership’s gains arising from the sale of containers are allocated to the partners in accordance with their share of sale proceeds distributed. The Partnership Agreement also provides for income (excluding the gain arising from the sale of containers) for any period be allocated to CCC in an amount equal to that portion of CCC’s distributions in excess of 1% of the total distributions made to both CCC and the limited partners of the Partnership for such period, as well as other allocation adjustments.
			Actual cash distributions differ from the allocations of net income or loss between the general and limited partners as presented in these financial statements. Partnership distributions are paid to the partners (general and limited) from distributable cash from operations, allocated 95% to the limited partners and 5% to CCC. Distributions of sales proceeds are allocated 99% to the limited partners and 1% to CCC. The allocations remain in effect until such time as the limited partners have received from the Partnership aggregate distributions in an amount equal to their capital contributions plus an 8% cumulative, compounded (daily), annual return on their adjusted capital contributions. Thereafter, all Partnership distributions will be allocated 85% to the limited partners and 15% to CCC. Cash distributions from operations to CCC in excess of 5% of distributable cash will be considered an incentive fee and will be recorded as compensation to CCC, with the remaining distributions from operations charged to partners’ capital.
			Upon dissolution, the assets of the Partnership will be sold and the proceeds thereof distributed as follows: (i) all of the Partnership’s debts and liabilities to persons other than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnership’s debts and liabilities to CCC and the limited partners shall be paid and discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the limited partners in accordance with the positive balances of CCC and the limited partners’ capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contributions to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(2)

Net Lease Receivables Due from Leasing Agent

Net lease receivables due from Leasing Agent at June 30, 2011 and December 31, 2010 comprised:

		June 30,				December 31,
		2011				2010
Gross lease receivables		$	466,539			$	367,051
Less:
Direct operating expenses payable			60,923				77,823
Base management fees payable			16,868				18,309
Reimbursable administrative expenses payable			4,807				5,072
Allowance for doubtful accounts			22,301				22,884
Net lease receivables due from Leasing Agent		$	361,640			$	242,963

		Included within the amount of gross lease receivables are $110,205 and $44,997 in respect of amounts owed by the Leasing Agent in relation to disposal related invoices at June 30, 2011 and December 31, 2010, respectively.
		At June 30, 2011 and December 31, 2010, respectively, amounts of $39 and $2,001 were recorded as doubtful debt expense. In addition, $51 and $309 were written-off in the three months ended June 30, 2011 and 2010, respectively. In the six months ended June 30, 2011 and 2010, respectively, $622 and $511 were written-off.

(3)

Net Lease Revenue

		Net lease revenue for the three and six-month period ended June 30, 2011 and 2010 comprised:

		Three Months Ended								Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2011				2010				2011				2010
Gross lease revenue		$	286,586			$	303,874			$	573,278			$	611,552
Interest income from direct finance lease			6,151				8,541				12,926				17,298
Less:
Direct operating expenses			20,804				55,029				43,891				157,289
Base management fees			20,277				21,783				40,876				43,035
Reimbursed administrative expenses
Salaries			10,934				11,911				21,118				26,361
Other payroll related expenses			1,605				902				4,018				2,816
General and administrative expenses			2,253				2,693				5,030				5,972
			55,873				92,318				114,933				235,473
Net lease revenue		$	236,864			$	220,097			$	471,271			$	393,377

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(4)

Operating Segment

		An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance, and about which separate financial information is available. CCC and the Leasing Agent operate the Partnership’s container fleet as a homogenous unit and have determined that as such, it has a single reportable operating segment.
		A summary of gross lease revenue earned by each Partnership container type for the periods ended June 30, 2011 and 2010 follows:

		Three Months Ended								Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2011				2010				2011				2010
Dry cargo containers		$	240,589			$	245,725			$	481,056			$	484,415
Refrigerated containers			16,463				22,936				32,604				52,839
Tank containers			29,534				35,213				59,618				74,298
Total		$	286,586			$	303,874			$	573,278			$	611,552

Due to the Partnership’s lack of information regarding the physical location of its fleet of containers when on lease in the global shipping trade, the Partnership believes that it does not possess discernible geographic reporting segments.

(5)

Limited Partners’ Capital

Cash distributions made to the limited partners for the six-month period ended June 30, 2011 and 2010 were as follows:

		Six Months Ended
		June 30,				June 30,
		2011				2010
Cash Distributions from Operations		$	293,270			$	306,601
Cash Distributions from Sales Proceeds			479,901				633,202
Total Cash Distributions		$	773,171			$	939,803

		These distributions are used in determining “Adjusted Capital Contributions” as defined by the Partnership Agreement.
		The limited partners’ per unit share of capital at June 30, 2011 and December 31, 2010, was $1.95 and $2.21, respectively. This is calculated by dividing the limited partners’ capital at the end of June 30, 2011, and December 31, 2010, by 1,599,667, the total number of outstanding limited partnership units.

CRONOS GLOBAL INCOME FUND XVI, L.P.

Notes to Unaudited Condensed Financial Statements

(6)

Subsequent Event

		As reported under Item(1)(a) (“Nature of Operations”) above, on August 1, 2011, the Partnership sold 3,499 units of its remaining containers and its direct financing lease receivables for $6,180,454 in cash. As of June 30, 2011, the book value of the containers and direct financing lease receivables was $2,043,868. The sale was reported by the Partnership in its 8-K Report, with an event date of August 1, 2011.
		With the completion of this sale of containers, the Partnership has now resolved to wind up and dissolve. See Note 1(a), herein, for further discussions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The following discussion of the Partnership’s historical financial condition and results of operations should be read in conjunction with the Partnership’s December 31, 2010, Annual Report on Form 10-K and the financial statements and the notes thereto appearing elsewhere in this report.

Results of Operations

Partnership Overview

     Pursuant to the Limited Partnership Agreement of the Partnership, all authority to administer the business of the Partnership is vested in CCC. A Leasing Agent Agreement exists between the Partnership and the Leasing Agent, whereby the Partnership contracted with the Leasing Agent to manage the leasing operations for all equipment owned by the Partnership. In addition to responsibility for leasing and re-leasing the equipment to ocean carriers, the Leasing Agent disposes of the containers at the end of their useful economic life. The Leasing Agent has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Agent to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Agent and its affiliates, as part of a single fleet operated without regard to ownership.

     All of the revenue generated by the Partnership comes from the leasing and sale of marine dry cargo, refrigerated and tank containers. The primary component of the Partnership’s results of operations is net lease revenue. Net lease revenue is determined by deducting direct operating expenses, management fees and reimbursed administrative expenses from the gross lease revenues that are generated from the leasing of the Partnership’s containers. Gross lease revenue is directly related to the size, utilization and per-diem rental rates of the Partnership’s fleet. Direct operating expenses are direct costs associated with the Partnership’s containers and may be categorized as follows:

	•		Activity-related expenses, including agent costs and depot costs such as repairs, maintenance and handling;
	•		Inventory-related expenses for off-hire containers, comprising storage and repositioning costs. These costs are sensitive to the quantity of off-hire containers as well as the frequency at which containers are re-delivered and the frequency and size of repositioning moves undertaken; and
	•		Legal and other expenses, including legal costs related to the recovery of containers and doubtful accounts, insurance and provisions for doubtful accounts.

     The following table summarizes the composition of the Partnership’s operating lease fleet based on container type, and is measured in twenty foot equivalent units (TEUs) at June 30, 2011:

		Dry Cargo				Refrigerated				Tank
		Containers				Containers				Containers				Total
Container on lease:
Master lease			3,818				31				9				3,858
Term lease
Short term1			688				2				16				706
Long term2			678				8				12				698
			1,366				10				28				1,404
Subtotal			5,184				41				37				5,262
Containers off-hire			125				7				4				136
Total container fleet			5,309				48				41				5,398

     At June 30, 2011, approximately 46% of the original equipment remained in the Partnership’s operating fleet, compared to approximately 48% at December 31, 2010. The following table details the proportion of the operating lease fleet remaining by product type, and is measured in TEUs:

		Dry Cargo Containers								Refrigerated Containers								Tank Containers								Total
		TEU				%				TEU				%				TEU				%				TEU				%
Total purchases			11,053				100	%			690				100	%			52				100	%			11,795				100	%
Less disposals			5,744				52	%			642				93	%			11				21	%			6,397				54	%
Remaining fleet at June 30, 2011			5,309				48	%			48				7	%			41				79	%			5,398				46	%

Market & Industry Overview

     The utilization rate for the Partnership’s container fleet was 98% at June 30, 2011. The container leasing sector as a whole continued to benefit from strong demand created by growth in global trade and other industry factors. While lease rates remain stable as customers secure equipment to meet their demands, inventory related and activity related direct operating expenses have declined in line with the reduction of inventory of off-hire containers.

     The robust secondary market for used containers has continued into the first quarter of 2011. Strong utilization led to a reduction in containers available for sale. For the quarter, the Partnership disposed of 141 containers, compared to 177 for the same period in 2010. The average disposal proceeds per 20-foot dry cargo container, sold at the end of its economic life, in the second quarter of 2011 increased 81% to $1,624 when compared to the same period of 2010.

     The Partnership’s average fleet size and utilization rates for the six-month period ended June 30, 2011 and 2010 were as follows:

		Six Months Ended
		June 30,				June 30,
		2011				2010
Average fleet size (measured in TEUs)
Dry cargo containers			5,486				6,195
Refrigerated containers			51				86
Tank containers			42				50
Utilization rates for combined fleet
Average for the period			97	%			87	%
At end of period			98	%			97	%

Three Months Ended June 30, 2011, Compared to the Three Months Ended June 30, 2010

Overview

     Net income for the three months ended June 30, 2011, was $256,081, an increase of $166,475, or 186%, when compared to the corresponding period in the prior year. The primary reasons for the change in profitability were:

	§		The Partnership experienced stronger market conditions for leased containers;
	§		Depreciation expense was lower than in the prior year, as the Partnership continued to sell equipment that had reached the end of its useful economic life for maritime leasing; and
	§		The increase in level of gains recorded on equipment disposals.

Analysis and discussion

     Net lease revenue increased by $16,767, or 8%, in the second quarter of 2011 when compared to the corresponding period in 2010. The increase was primarily due to:

	§		a $34,224, or 62%, decline in direct operating expenses as a result of the increase in utilization and corresponding decline in inventories of off-hire equipment, which resulted in a reduction in both activity-related and inventory-related expenses, partially offset by
	§		a $17,288, or 6% reduction in gross lease revenue (a component of net lease revenue), that was attributable to the reduction in the Partnership’s fleet size.

     Other components of net lease revenue are interest income from direct financing leases, management fees and reimbursed administrative expenses. Interest income from direct financing leases decreased by $2,390 and management fees and reimbursed administrative expenses decreased by $2,220 when compared to the corresponding period of 2010.

     Depreciation expense of $111,402 was $75,169, or 40%, lower than in the corresponding period in 2010. This was a direct result of the decline of the size of the Partnership’s fleet and the fact that some of the Partnership fleet is now fully depreciated.

     Other general and administrative expenses were $40,081 for the three-month period ended June 30, 2011, an increase of $5,480, or 16%, when compared to the same period in 2010. The increase was primarily attributable to higher professional fees for investor administrative services.

     Net gain on disposal of equipment for the three months ended June 30, 2011, was $170,700, an increase of $80,019, or 88%, when compared to the corresponding period in 2010. The increase in the net gain was due to the combined effect of lower net book values for the containers sold in 2011 compared to those sold in 2010, and an increase in the proceeds realized per container.

     On August 1, 2011 the Partnership sold 3,499 units of its remaining containers and direct financing lease receivables for $6,180,454 in cash. See Item (1)(a) above (“Nature of Operations”). This container sale will be the primary contributing factor to net gain or loss on disposals in the subsequent quarter. There were no reductions to the carrying value of container rental equipment due to impairment during the three-month periods ended June 30, 2011 and June 30, 2010.

Six Months Ended June 30, 2011, Compared to the Six Months Ended June 30, 2010

Overview

     Net income for the six months ended June 30, 2011, was $381,363, an increase of $247,746, or 185%, when compared to the corresponding period in the prior year. The primary reasons for the change in profitability were:

	§		The Partnership experienced stronger market conditions for leased containers;
	§		Depreciation expense was lower than in the prior year, as the Partnership continued to sell equipment that had reached the end of its useful economic life for maritime leasing; and partially offset by
	§		The increase in level of gains recorded on equipment disposals.

Analysis and discussion

     Net lease revenue increased by $77,894, or 20%, in the second quarter of 2011 when compared to the corresponding period in 2010. The increase was primarily due to:

	§		a $113,398, or 72%, decline in direct operating expenses as a result of the increase in utilization and corresponding decline in inventories of off-hire equipment, which resulted in a reduction in both activity-related and inventory-related expenses, partially offset by
	§		a $38,274, or 6% reduction in gross lease revenue (a component of net lease revenue), that was attributable to the reduction in the Partnership’s fleet size.

     Other components of net lease revenue are interest income from direct financing leases, management fees and reimbursed administrative expenses. Interest income from direct financing leases decreased by $4,372 and management fees and reimbursed administrative expenses decreased by $7,142, when compared to the corresponding period of 2010.

     Depreciation expense of $268,182 was $115,592, or 30%, lower than in the corresponding period in 2010. This was a direct result of the decline of the size of the Partnership’s fleet and the fact that some of the Partnership fleet is now fully depreciated.

     Other general and administrative expenses were $84,017 for the six-month period ended June 30, 2011, an increase of $9,922, or 13%, when compared to the same period in 2010. The increase was primarily attributable to higher professional fees for investor administrative services.

     Net gain on disposal of equipment for the six months ended June 30, 2011, was $262,291, an increase of $64,182, or 32%, when compared to the corresponding period in 2010. The increase in the net gain was due to the combined effect of lower net book values for the containers sold in 2011 compared to those sold in 2010, and an increase in the proceeds realized per container.

Liquidity and Capital Resources

     During the Partnership’s first ten years of operations, the Partnership’s primary objective was to generate cash flow from operations for distribution to its limited partners. The Partnership relied primarily on container rental receipts to meet this objective. No credit lines are maintained to finance working capital. Commencing in April 2007, the Partnership began to focus its attention on the retirement of the remaining equipment in the Partnership’s container fleet, in accordance with another of its original investment objectives, realizing the residual value of its containers after the expiration of their economic useful lives, estimated to be 15 years after placement in leased service.

     In April 2011, the Partnership commenced its 16th year of operations and had sold or disposed of approximately 54% of its container fleet (measured on a TEU basis). With the reduction in the size of the Partnership’s container fleet, the administrative expenses incurred by the Partnership, as a percent of its gross revenues, has increased. For these reasons, CCC, as the general partner, concluded that it would be in the best interest of the Partnership and its limited partners to sell its remaining containers in bulk.

     CCC distributed a request for proposal (“RFP”) on May 31, 2011 to various third parties seeking their interest in purchasing the Partnership’s remaining containers. On August 1, 2011, the Partnership sold 3,499 units of its remaining containers and its direct financing lease receivables for $6,180,454 in cash. The Partnership reported on the sale in its Current Report on Form 8-K with an event date of August 1, 2011, and hereby incorporates by reference this 8-K report on the sale in this report.

     With the completion of this sale of containers, the Partnership has now resolved to wind up and dissolve. CCC will proceed with the orderly liquidation of the remaining assets of the Partnership, with the proceeds thereof distributed as follows: (i) all of the Partnership’s debts and liabilities to persons other than CCC or the limited partners shall be paid and discharged; (ii) all of the Partnership’s debts and liabilities to CCC and the limited partners shall be paid and discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the limited partners in accordance with the positive balances of CCC and the limited partners’ capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal to the lesser of the deficit balance in its capital account at the time of such liquidation, or 1.01% of the excess of the Limited Partners’ capital contribution to the Partnership over the capital contributions previously made to the Partnership by CCC, after giving effect to the allocation of income or loss arising from the liquidation of the Partnership’s assets.

     Distributions are paid monthly, based primarily on each quarter’s cash flow from operations. Monthly distributions are also affected by periodic increases or decreases to working capital reserves, as deemed appropriate by CCC. Cash distributions from operations are allocated 5% to CCC and 95% to the limited partners. Distributions of sales proceeds are allocated 1% to CCC and 99% to the limited partners. This sharing arrangement will remain in place until the limited partners have received aggregate distributions in an amount equal to their capital contributions plus an 8% cumulative, compounded (daily) annual return on their adjusted capital contributions. Thereafter, all distributions will be allocated 15% to CCC and 85% to the limited partners, pursuant to Section 6.1(b) of the Partnership’s Partnership Agreement.

     The Partnership will make one liquidating distribution to the limited partners of the Partnership, representing the net proceeds generated from the sale of the Partnership’s containers and the Partnership’s remaining assets, after payment or reservation for payment of the Partnership’s remaining liabilities. The liquidating distribution is expected to be made on or about September 15, 2011 to limited partners of record on August 1, 2011. CCC is not prepared at this time to estimate the amount of the final distribution, pending disposal of the Fund’s remaining containers and completion of an accounting review of the Fund’s remaining liabilities to be discharged prior to the Fund’s termination.

     CCC anticipates that the Partnership will complete its liquidation no later than September 30, 2011 and de-register the Partnership’s outstanding limited partnership units under the Securities Exchange Act of 1934, as

amended, thereby terminating the Partnership’s obligation to file further periodic reports under the Exchange Act with the SEC.

     At June 30, 2011, the Partnership had $720,188 in cash, a decrease of $129,573 from cash balances at December 31, 2010. As of June 30, 2011, the Partnership held its cash on deposit in an operating bank account. The Partnership reviews its investment strategy for cash balances on a periodic basis and will invest in short-term, interest bearing accounts as appropriate.

     Cash from Operating Activities: Net cash provided by operating activities, primarily generated by net lease revenue receipts, was $391,157 for the six months ended June 30, 2011, compared to $283,822 for the same six-month period in 2010.

     Cash from Investing Activities: Net cash provided by investing activities was $272,725 for the six months ended June 30, 2011, compared to $508,146 in the corresponding period of 2010. These amounts represent sales proceeds generated from the sale of container rental equipment.

     Cash from Financing Activities: Net cash used in financing activities was $793,455 for the six months ended June 30, 2011, compared to $962,337 for the six months ended June 30, 2010. These amounts represent distributions to the Partnership’s general and limited partners.

Critical Accounting Policies

     The Partnership’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. The Partnership has identified three significant policies that require the Partnership to make subjective and / or complex judgments about matters that are inherently uncertain. These policies include the following:

	•		Container equipment – depreciable lives and residual values.
	•		Container equipment – recoverability and valuation.
	•		Allowance for doubtful accounts.

     The Partnership, in consultation with its audit committee, has reviewed and approved these significant accounting policies which are further described in the Partnership’s December 31, 2010 Annual Report on Form 10-K.

Inflation

     The Partnership believes inflation has not had a material adverse effect on the results of its operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Exchange rate risk: Substantially all of the Partnership’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. Of the non-US dollar direct operating expenses, the majority are individually small, unpredictable and incurred in various denominations. Thus, the Leasing Agent has determined such amounts are not suitable for cost effective hedging. As exchange rates are outside of the control of the Partnership and Leasing Agent, there can be no assurance that such fluctuations will not adversely affect the Partnership’s results of operations and financial condition. The Partnership believes it does not have significant exposure to other forms of market risk.

     Credit risk: The Leasing Agent sets maximum credit limits for all of the Partnership’s customers, limiting the number of containers leased to each according to established credit criteria. The Leasing Agent continually tracks its credit exposure to each customer. The Leasing Agent’s credit committee meets quarterly to analyze the performance of the Partnership’s customers and to recommend actions to be taken in order to minimize credit risks. The Leasing Agent uses specialist third party credit information services and reports prepared by local staff to assess credit quality.

Item 4. Controls and Procedures

     The Partnership, as such, has no officers or directors, but is managed by CCC, the general partner. The principal executive and principal financial officers of CCC have evaluated the disclosure controls and procedures of the Partnership as of the end of the period covered by this report. As used herein, the term “disclosure controls and procedures” has the meaning given to the term by Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and includes the controls and other procedures of the Partnership that are designed to ensure that information required to be disclosed by the Partnership in the reports that it files with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based upon their evaluation, the principal executive and principal financial officers of CCC have concluded that the Partnership’s disclosure controls and procedures were effective such that the information required to be disclosed by the Partnership in this report is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms applicable to the preparation of this report and is accumulated and communicated to CCC’s management, including CCC’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

     There have not been any changes in the Partnership’s internal control over financial reporting identified in connection with Management’s Report in the Partnership’s December 31, 2010 Annual Report on Form 10-K that occurred during the Partnership’s second quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

There are no material changes from the risk factors as disclosed under Item 1A of Part I in the Partnership’s December 31, 2010 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     Not applicable.

Item 3. Defaults Upon Senior Securities

     Not applicable.

Item 4. [Removed and Reserved]

Item 5. Other Information

     Not applicable.

Item 6. Exhibits

(a)

Exhibits

Exhibit
No.		Description		Method of Filing
3(a)		Limited Partnership Agreement, amended and restated as of December 28, 1995		*
3(b)		Certificate of Limited Partnership		**
10		Form of Leasing Agent Agreement with Cronos Containers Limited		***
31.1		Rule 13a-14 Certification		Filed with this document
31.2		Rule 13a-14 Certification		Filed with this document
32		Section 1350 Certification		Filed with this document ****
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 12, 2011

EXHIBIT INDEX

Exhibit
No.		Description		Method of Filing
3(a)		Limited Partnership Agreement, amended and restated as of December 28, 1995		*
3(b)		Certificate of Limited Partnership		**
10		Form of Leasing Agent Agreement with Cronos Containers Limited		***
31.1		Rule 13a-14 Certification		Filed with this document
31.2		Rule 13a-14 Certification		Filed with this document
32		Section 1350 Certification		Filed with this document ****
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document